0000950144-08-005933 Sample Contracts

EDUCATION REALTY OPERATING PARTNERSHIP, LP FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Education Realty Trust, Inc. • August 1st, 2008 • Real estate investment trusts

This Amendment is made as of June 11, 2008, by EDUCATION REALTY OP GP, INC., a Delaware corporation, as general partner (the “General Partner”) of EDUCATION REALTY OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the “Partnership”), for the purpose of amending the Amended and Restated Agreement of Limited Partnership of the Partnership dated January 31, 2005, as amended (the “Partnership Agreement”). All capitalized terms used herein and not defined shall have the respective meanings ascribed to them in the Partnership Agreement.

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FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EDUCATION REALTY LIMITED PARTNER, LLC
Limited Liability Company Agreement • August 1st, 2008 • Education Realty Trust, Inc. • Real estate investment trusts

This First Amendment (the “Amendment”) to the Amended and Restated Limited Liability Company Agreement of Education Realty Limited Partner, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of June 11, 2008 (the “Effective Date”) by and among Education Realty OP GP, Inc., a Delaware corporation as manager (the “Manager”), and each of the Members listed on the books and records of the Company from time to time.

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